Wrap Text
Opening of Accelerated Bookbuild
VUKILE PROPERTY FUND LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2002/027194/06)
JSE share code: VKE
ISIN: ZAE000056370
Debt company code: VKEI
NSX share code: VKN (Granted REIT status with the JSE)
("Vukile" or "the Company")
OPENING OF ACCELERATED BOOKBUILD
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION,
DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES,
AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH IT IS UNLAWFUL TO DO SO. THIS
ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM AN OFFER OF SECURITIES IN THE UNITED STATES OR ANY OTHER
JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES
ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.
INTRODUCTION
Vukile hereby announces the launch of an equity raise ("the Equity Raise") equating to approximately 5% of the
Company's current market capitalisation, through the issue of new ordinary shares ("the Bookbuild Shares"), subject
to pricing acceptable to Vukile.
The Equity Raise will be offered to qualifying investors (as set out in greater detail in the disclaimers below) and will
be implemented through an accelerated bookbuild process ("the Bookbuild") which opens with immediate effect and
may close at any time thereafter. The Company reserves the right to increase the size of the Bookbuild, subject to
demand and pricing.
The Bookbuild Shares will be issued by the Company under and in accordance with its existing general authority to
issue shares for cash, granted by shareholders at the annual general meeting of the Company held on 1 September
2023.
RATIONALE FOR THE EQUITY RAISE
Vukile's business has developed on the foundation of a well-defined, specialised growth strategy, with a focus on
directly owning dominant retail assets across South Africa and Spain. The results of this focused strategy have been
clearly visible in both Vukile's South African and Spanish portfolios, which continue to deliver excellent results and
solid performance metrics. This is largely due to a pro-active approach to the asset management of a strategically
constructed portfolio of handpicked properties, most of which are dominant assets in their respective catchment
areas, and a strong focus on customer centricity as the driver of stakeholder value creation.
Shareholders are referred to the Vukile Trading Update, released on the Stock Exchange News Service of the JSE on 5
February 2024 for further information about the Company's performance and outlook.
As part of Vukile's ongoing growth strategy, it has identified an attractive pipeline of strategically aligned and
financially accretive direct property acquisition opportunities across both South Africa and Spain, that are currently
under evaluation. Vukile continues to focus on maintaining a conservative balance sheet driving efficient capital
management and flexibility to execute on forward-leaning opportunities that are core to delivering on its long-term
strategic objectives.
The proceeds from the Bookbuild will provide Vukile with the financial agility necessary to capitalise on these
opportunities in a market environment that remains fragmented in terms of pricing and that rewards certainty and
speed of execution. In the short term, the proceeds of the Equity Raise will be used to temporarily reduce borrowings
in anticipation of the closing of potential acquisitions and in all instances will be LTV beneficial.
THE EQUITY RAISE
The Equity Raise will be offered to qualifying investors (as set out in greater detail in the disclaimers below) and will
not be offered to the public in any jurisdiction, nor will it be offered in any jurisdiction in which the Equity Raise would
give rise to an obligation to file or register any offering or related documentation with any securities regulatory
authority.
Pricing and allocations will be decided at the close of the Bookbuild. The timing of the closing of the Bookbuild and the
price at which the Bookbuild Shares will be placed ("Bookbuild Price"), are at the discretion of the Company and
Investec Bank Limited ("Investec"), acting as sole bookrunner ("Sole Bookrunner") for the Equity Raise, pursuant to a
placement agreement entered into between the Sole Bookrunner and the Company.
The Bookbuild Shares, when issued, will be credited as fully paid and will rank pari passu in all respects with the existing
shares of the Company. Pricing and allocations will be announced as soon as is reasonably practicable following the
closing of the Bookbuild.
The Company reserves the right to close the Bookbuild at any time.
Investec, the Sole Bookrunner, can be contacted using the contact details included below:
Email: Vukile@investec.co.za
Jarrett Geldenhuys
Ashleigh Williams
Karl Priessnitz
Kyle Rollinson
Houghton Estate
19 February 2024
Sole Bookrunner, Corporate Advisor and Transaction Sponsor
Investec Bank Limited
South African legal counsel to the Sole Bookrunner
DLA Piper
JSE & Debt sponsor
Java Capital
NSX sponsor
IJG Securities (Pty) Ltd
This announcement is for information purposes only and is not intended to and does not constitute, or form part of,
any offer or invitation to purchase, subscribe for or otherwise acquire or dispose of, or any solicitation to purchase or
subscribe for or otherwise acquire or dispose of, any securities in any jurisdiction. Persons needing advice should consult
an independent legal or financial adviser.
The Bookbuild Shares have not been and will not be registered under the United States Securities Act of 1933, as
amended (the "Securities Act"), and may not be offered or sold, directly or indirectly, in the United States of America,
absent registration or pursuant to an exemption from, or in a transaction not subject to, the registration requirements
of the Securities Act and in compliance with applicable state and other securities laws. The Equity Raise will be made
only to qualifying institutional investors, outside the United States in reliance on Regulation S of the Securities Act. The
Equity Raise will only be made to investors to whom the Equity Raise may be lawfully made without having to file or
register any securities or any offering or related documentation with any securities regulatory authority in any relevant
jurisdiction.
The distribution of this announcement and the offering for subscription of the Bookbuild Shares in certain jurisdictions
may be restricted by law. No action has been taken by the Company or the Sole Bookrunner or any of their respective
affiliates that would permit an offering of such securities or possession or distribution of this announcement or any
other offering or publicity material relating to such Bookbuild Shares in any jurisdiction where action for that purpose
is required. Persons into whose possession this announcement comes are required by the Company and the Sole
Bookrunner to inform themselves about, and to observe, such restrictions.
This announcement is restricted and is not for publication or distribution or release, directly or indirectly, in or into the
United States including its territories and possessions, any State of the United States and the District of Columbia,
Australia, Canada, Japan or any other jurisdiction in which such release, publication or distribution would be unlawful.
The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose
possession any document or other information referred to herein comes should inform themselves about and observe
any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of
any such jurisdiction. This announcement is for information purposes only and shall not constitute or form part of an
offer or solicitation of an offer to purchase or subscribe for securities in the United States or any other jurisdiction it
would be unlawful to do so. To the fullest extent permitted by applicable law, the Company and the Sole Bookrunner
disclaim any responsibility or liability for the violation of such requirements by any person. The Equity Raise is not to be
regarded as an offer or invitation to any person in any jurisdiction to the extent that any applicable legal requirement
in such jurisdiction has not been complied with or it is for any reason illegal or unlawful to make such an offer or
invitation in such jurisdiction.
The Bookbuild Shares will not be offered to the public in any jurisdiction, nor will they be offered in any jurisdiction
which would require the preparation or registration of any offering document relating to the Bookbuild or the Bookbuild
Shares in such jurisdiction. The offer and sale of the Bookbuild Shares has not been, and will not be, registered under
the applicable securities laws of Australia, Canada or Japan. Subject to certain exceptions, the Bookbuild Shares
referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any
national, resident or citizen of Australia, Canada or Japan. There will not be any offer of Bookbuild Shares in the United
States , Canada, Australia and Japan.
THE BOOKBUILD SHARES ACQUIRED BY PERSONS OUTSIDE THE UNITED STATES MAY NOT BE OFFERED, SOLD, RESOLD,
DELIVERED OR OTHERWISE DISTRIBUTED IN OR INTO THE UNITED STATES OR TO ANY U.S. PERSON (AS DEFINED BY
REGULATION S UNDER THE SECURITIES ACT) UNTIL A MINIMUM OF 40 DAYS AFTER THE SETTLEMENT OF THE
BOOKBUILD AND BY ACQUIRING BOOKBUILD SHARES IN THE BOOKBUILD FROM OUTSIDE THE UNITED STATES, YOU
WILL BE DEEMED TO AGREE TO THE FOREGOING RESTRICTIONS.
This announcement does not constitute or form a part of any offer or solicitation or advertisement to purchase and/or
subscribe for Bookbuild Shares in South Africa, including an offer to the public for the sale of, or subscription for, or the
solicitation of an offer to buy and/or subscribe for, shares as defined in the South African Companies Ac, and will not
be distributed to any person in South Africa in any manner that could be construed as an offer to the public in terms of
the South African Companies Act. This announcement does not, nor is it intended to constitute a "registered
prospectus" as contemplated in the South African Companies Act.
In South Africa, the Bookbuild will not be an offer to the public as defined in the South African Companies Act and only
(i) persons falling within the exemptions set out in section 96(1)(a) of the South African Companies Act or (ii) persons
who propose to subscribe, as principal, for shares at a total contemplated acquisition cost equal to or greater than
R1 000 000, as envisaged in section 96(1)(b), of the South African Companies Act, and in each case to whom any offer to
participate in the Bookbuild is specifically addressed (all such persons in (i) and (ii) being referred to as "Relevant
Persons"), will be entitled to apply for Bookbuild Shares. Any investment activity in South Africa, or by persons resident
or domiciled in South Africa, to which this announcement relates will only be available to, and will only be engaged
with, Relevant Persons. Any person in, resident in or domiciled in South Africa who is not a Relevant Person should not
act on this announcement or any of its contents. This announcement does not, nor does it intend to, constitute any
offering document relating to the Bookbuild. Information made available in this announcement should not be
considered as "advice" as defined in the South African Financial Advisory and Intermediary Services Act, 2002, and
nothing in the document should be construed as constituting the canvassing for, or marketing or advertising of,
financial services in South Africa.
No offering document or prospectus will be made available in connection with the matters contained or referred to in
this announcement and no such offering document or prospectus is required to be published, in accordance with
Regulation (EU) 2017/1129 (the "Prospectus Regulation") or Regulation (EU) 2017/1129, as amended and retained in
UK law on 31 December 2020 by the European Union (Withdrawal) Act 2018 (the "EUWA") (the "UK Prospectus
Regulation").
This announcement is not being distributed by, nor has it been approved for the purposes of section 21 of the Financial
Services and Markets Act 200 ("FSMA") by, a person authorised under FSMA. This announcement is being distributed
and communicated to persons in the United Kingdom only in circumstances in which section 21(1) of FSMA does not
require approval of the communication by an authorised person. This announcement has been issued by, and is the
sole responsibility of, the Company.
As regards the European Economic Area (the "EEA") and the United Kingdome, this announcement is for information
purposes only and is directed only at persons whose ordinary activities involve them in acquiring, holding, managing
and disposing of investments (as principal or agent) for the purposes of their business and who have professional
experience in matters relating to investments and are: (a) if in a member state of the European Economic Area (the
"EEA"), qualified investors within the meaning of article 2(e) of the EU Prospectus Regulation ("qualified investors"); or
(b) if in the United Kingdom, qualified investors within the meaning of article 2(e) of the UK Prospectus Regulation who
are (i) persons who fall within the definition of "investment professional" in article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "order"), or (ii) persons who fall within article
49(2)(a) to (d) of the order, or (c) persons to whom it may otherwise be lawfully communicated ("UK Relevant Persons").
Any investment or investment activity to which this announcement relates is available only in member states of the
EEA to qualified investors and in the United Kingdom to UK Relevant Persons and will be engaged in only with qualified
investors in member states of the EEA and UK Relevant Persons in the United Kingdom. This announcement must not
be acted on or relied on by persons in a member state of the EEA who are not qualified investors or by persons in the
United Kingdom who are not UK Relevant Persons.
This announcement has been issued by and is the sole responsibility of the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by
the Sole Bookrunner or by any of its respective directors, officers, employees, advisers, affiliates or agents as to, or in
relation to, the accuracy, completeness or sufficiency of this announcement or any other written or oral information
made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly
disclaimed. Nothing contained in this announcement is, or shall be relied upon as, a promise or representation in this
respect, whether as to the past or the future. Neither the Sole Bookrunner nor any of its directors, officers, employees,
advisers, affiliates or agents accepts any responsibility for its accuracy, completeness or verification and, accordingly,
the Sole Bookrunner and its directors, officers, employees, advisers, affiliates or agents disclaim, to the fullest extent
permitted by applicable law, any and all liability which they might otherwise be found to have in respect of this
announcement or any such statement.
This announcement does not purport to identify or suggest the risks (direct or indirect) which may be associated with
an investment in the Bookbuild Shares. No representation or warranty is made by the Company or the Sole Bookrunner
in connection with the Equity Raise nor the Bookbuild Shares, and any investment decision to buy Bookbuild Shares in
terms of the Equity Raise must be made solely on the basis of publicly available information which has not been
independently verified by the Sole Bookrunner.
The Sole Bookrunner is acting for the Company, and no one else, in connection with the Equity Raise and will not be
responsible to anyone other than the Company for providing the protections offered to its clients, nor for providing
advice in relation to the Equity Raise.
Persons who are invited to and who choose to participate in the Equity Raise by making an offer to take up Bookbuild
Shares, will be deemed to have read and understood this announcement in its entirety and to be making such offer on
the terms and conditions, and to be providing the representations, warranties, acknowledgements and undertakings,
contained herein. Each such person represents, warrants and acknowledges and undertakes that it is a person eligible
to subscribe for the Bookbuild Shares in compliance with the restrictions set forth herein and the applicable laws and
regulations in its home jurisdiction and in the jurisdiction (if different) in which it is physically resident.
The information in this announcement is subject to change without notice and neither the Sole Bookrunner nor, except
as required by applicable law, the Company assumes any responsibility or obligation to update publicly or review any
of the forward-looking statements contained herein.
Date: 19-02-2024 05:15:00
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